BENEPLE TERMS OF USE AGREEMENT

 

  • Welcome to Beneple, the website and online platform, which provides one place, online, for employers and their employees to manage their human resources and administrative needs (“the Service”).

 

  • Please read all these terms and conditions (the “Terms“) carefully before engaging and utilising the Service currently owned and operated by Beneple DMCC (“us”, “we”, “our” or “Beneple”).

 

  • The Terms apply to all visitors of the Service, including, as applicable, individual employees at a company (“Users”). If you open a Beneple account or are otherwise a registered User and/or are using the Service on behalf of a company and/or its employees, you represent and warrant that you have the authority to act on behalf of and bind that company and/or its employees to the Terms. Reference to “User” or “you” in the Terms shall include that company and/or its employees.

 

  • You represent and warrant that you possess the legal right and ability to enter into any agreement with us, to become bound by the Terms and to use the Service in accordance with all the Terms explicit and implicit herein.

 

  • You confirm to us that you are of the age of majority under the laws of the United Arab Emirates to enter into legally binding contracts through the Service and with respect to any transaction facilitated and/or made by you or another user using your login information.

 

  • These Terms are a contract between you and Beneple and explains the terms that govern your use of the Service. They apply to the entire contents of the Service and to any correspondence between us, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers, third parties and you.

 

  • By accessing and using the Service or by clicking “I Agree”, you indicate that you unconditionally and irrevocably accept all of the Terms contained herein and to the collection and use of your information as set forth in the Beneple Privacy Policy, which is part of these Terms. If you do not agree to any part of these Terms, you are hereby notified and instructed to refrain from engaging and utilising the Service immediately.

 

  • You agree to use the Service only for lawful purposes. You agree not to take any action that might compromise the security of the Service, render the Service inaccessible to others or otherwise cause damage to the Service or the Content (Content shall mean pictures/visuals, videos, text, audio, numbers, oral content, sounds, animations, documents, data, applications, search engine, blogs, graphic and any such matter that is on the Service). You agree not to access any Content that is not intended for you. You agree not to use the Service in any manner that might interfere with the rights of third parties. To access the Service or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide will be correct, current, and complete. It is up to you to maintain and update this information. If Beneple believes the information you provide is not correct, current, or complete, we have the right to refuse you access to the Service or any of its resources, and to terminate or suspend your access at any time, without notice.

 

  1. OUR RELATIONSHIP WITH YOU

 

  • Subject to these Terms, Beneple grants you a non-exclusive, limited, non-transferable, revocable license to use the Service solely as permitted by the features of the Service we provide you. We reserve all rights not expressly granted in the Service and the Beneple Content.

 

  • Beneple is an independent contractor for all purposes, and do not act as your agent or trustee. We do not have control of, or liability for, any third party products, information or services that are available through the Service. We do not guarantee the identity of any third party or ensure that a third party will complete a transaction.

 

  • Intellectual Property.Intellectual Property (“IP”) rights for the purposes of these Terms means intellectual property rights in software, images, text, graphics, illustrations, photographs, audio, videos, music, patents, know-how, registered and unregistered trademarks and service marks, domain names, registered designs, design rights, copyright (in each case for the full period thereof and all extensions and renewals thereof), applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world and any similar rights situated in any country; and the benefit (subject to the burden) of any and all agreements, arrangements and licenses in connection with any of the foregoing in relation to Beneple, any Content on the Service, any technology related to the Service, “Beneple”, all logos related to the Service and any and all technology and any content created or derived from any of the foregoing.

 

  • The IP Rights cannot be sold, licensed, rented, modified, transmitted, copied, distributed, republished, uploaded, posted, imitated or used or transmitted in any way without Beneple’s prior written consent. In addition, you may not alter, modify or change the Service’s HTML logos in any way, use them in a manner that is disparaging to Beneple or the Services or display them in any manner that implies Beneple’s sponsorship or endorsement. All right, title and interest in all IP rights is the exclusive property of Beneple and its licensors and use of Beneple IP rights for any purpose not expressly permitted by these Terms is strictly prohibited.

 

  • You may not transfer or assign any rights or obligations you have under these Terms or any other agreement with us without our prior written consent. We reserve the right to transfer or assign these Terms or any right or obligation under these Terms or any other agreement with you at any time.

 

  • You may choose to, or we may invite you to, submit comments or ideas about the Service, including how to improve the Service (“Ideas”). By submitting any Ideas, you agree that you have the rights necessary to submit the Ideas and that Beneple is free to use and disclose the Ideas, including incorporating the Ideas in our Service, without restriction and without any additional compensation to you. By accepting your Ideas, we do not waive any right to use similar or related Ideas previously known to us, or developed by Beneples’ employees or obtained from sources other than you.

 

  • Password Security and Keeping Your Email and Address Current.You are responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that you use to access the Service. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, number and symbols, with a minimum of eight characters) with your account. You must notify Beneple immediately of any breach of security or unauthorised use of your account. Beneple will not be liable for any unauthorised use of your account. You are responsible for keeping your mailing address and email address up to date in your Service profile.

 

  • Updating your contact information. It is your responsibility to keep your primary email address up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, we will be deemed to have provided the communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to receive the communications we send to you. You can update your primary email address at any time by logging into the Service.

 

  • Notices to You.You agree that we may provide you communications about your usage of the Service and consent to Beneple using your email address instead of physical mail to communicate with you. Any electronic communications will be considered to be received by you within 24 hours after the time we post it to our website or online portal or email it to you.

 

  • Contacting You.In order to contact you more efficiently, we may at times contact you using autodialed or prerecorded message calls or text messages at the telephone number(s) you have provided us. We may place such calls or texts for example to provide notices regarding your account activity on the Service. You agree that we, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers and third parties may contact you using autodialed or prerecorded message calls and text messages to carry out the purposes we have identified above. We may share your phone number(s) and any other information provided by you to the extent permitted by law with our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers.

 

  • Recording Calls. You understand and agree that we may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Beneple or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with us may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls will be retained or retrievable.

 

  1. DISCLAIMER OF WARRANTIES

 

  • Your access to and use of the Service is solely at your own risk. We make no warranty whatsoever about the reliability, stability or virus-free nature of the Service.

 

  • We have taken reasonable steps to ensure that the information provided by us through the Service is accurate at the time you view it. However, we cannot and have not checked the accuracy of all information provided by outside sources or of other parties linked to or from the Service.

 

  • We do not warrant that the Beneple content is accurate, reliable or correct, that the Service will meet your requirements, will be available at any particular time or location or will be uninterrupted or secure, that any defects or errors will be corrected or that the Service is free of any viruses or other harmful components. Any content downloaded or otherwise obtained through your use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such content.

 

  • Beneple does not warrant, endorse, guarantee or assume responsibility for any product or service or any hyperlinked website or service and Beneple will not be a party to or in any way monitor any transactions between you and third party providers of products or services, except in those circumstances in which Beneple expressly agrees to be a party to a transaction between you and third party providers of products or services.

 

  • Commentary and other materials posted on or through the Service are not intended to amount to advice on which any reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any user of the Service or by anyone who may be informed by or may act upon any of its contents.

 

  • We aim to ensure that availability of the Service will be uninterrupted and that transmissions will be error-free. However, this cannot be guaranteed and we reserve the right to withdraw or amend the Service at any time and without any advance notice or justification. Also, your access to the Service may occasionally be suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or Service. We will attempt to limit the frequency and duration of any such suspension or restriction. We will not be liable, however, if for any reason the Service is unavailable at any time or period.

 

  • To the maximum extent permitted by applicable law, we disclaim all warranties relating to the information, software, products and services contained on or through the Service. All such information is provided “as is” and “as available” without warranty of any kind. whether express, implied or statutory. Beneple, our parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of Beneple, our parent or our affiliates, specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, title and non-infringement. In no event will we be liable for any direct, special, indirect, incidental, consequential (including, among other things, loss of revenue or profits), punitive or exemplary damages of any kind or subject to Equitable or injunctive remedies (whether based on breach of contract, tort, negligence, strict liability or otherwise) arising out of access to, or use of the Service, or delay or inability to use the Service or any information contained in connection with the Service. Nothing in this limitation of liability shall exclude liabilities not permitted to be excluded by applicable law.

 

  1. SECURITY

 

  • Beneple will implement and maintain commercially reasonable and industry standard administrative, physical, organisational and technical safeguards designed to prevent unauthorised use, access, processing, destruction, loss, alteration or disclosure of any Account Information and other information which you provide us through the Service and that we host (collectively, theHosted Data). Such safeguards will include, at minimum, an industry standard information security program to safeguard your Hosted Data as well as procedures to help ensure that only those with a “need to know” have access to your Hosted Data. Beneple will also treat Hosted Data in accordance with the Beneple Privacy Policy. Beneple will promptly notify you upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of your Hosted Data. Beneple will comply with all notification obligations that may be required by law.

 

  • You will transmit Hosted Data to us through the Service. To the extent you transmit Hosted Data to us by any other means, such as email, you will appropriately protect such Hosted Data.

 

  • Confidential information” means any information that should reasonably be understood to be confidential given the circumstances surrounding its disclosure. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party.

 

 

  1. CONSENT

 

  • Each time you utilise the Service you agree and consent to our collection, use, disclosure and processing of your personal information and data. Also, you agree and consent that the provision of any personal information and data by you which is relative to another person is hereby deemed to be obtained by us with proper consent from such other person for our use, disclosure, processing and any other form of usage. Furthermore, you agree to indemnify and hold Beneple, our parent, and affiliates, harmless from any claim or demand (including attorneys’ fees) made by any person whose information is held by Beneple arising from Beneple’s use of that person’s information for the provision of the Service or otherwise.

 

  • Identity Authentication.You authorise us, directly or through third parties, to make any inquiries we consider necessary to validate your identity. This may include asking you for further information, requiring you to provide your date of birth, an identity card copy and other information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your details recorded with Beneple and the Service. We may also ask to see your driver’s license or other identifying documents at any time. We reserve the right to close, suspend, or limit your access to the Service in the event we are unable to obtain or verify this information.
  1. Restricted Activities

 

  • In connection with your use of the Service, or in the course of your interactions with us, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers or third parties, you will not (and you will ensure that your individual users, such as employees and contractors, will not):

 

  1. Breach these Terms, or any other agreement or policy that you have agreed to with us;
  2. Violate any law, statute, ordinance, or regulation in the Dubai, UAE;
  3. Infringe Beneple’s, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers IP Rights, or rights of publicity or privacy;
  4. Act in a manner that is defamatory, trade libelous, threatening or harassing;
  5. Provide false, inaccurate or misleading information;
  6. Send or receive what we reasonably believe to be potentially fraudulent information;
  7. Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  8. Conduct your business or use the Service in a manner that results in or may result in complaints, disputes, claims, fines, penalties or other liability to us, our parent or our affiliates;
  9. Transmit spam, chain letters or other unsolicited emails;
  10. Take any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by Beneple;
  11. Use the Service for any commercial solicitation purposes;
  12. Impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
  13. Use the Service in order to obtain information about Beneple, the Service or our customers for the purpose of competing with Beneple or otherwise replicating some or all of the Service for any reason;
  14. Modify, disassemble, decompile or reverse engineer the Service or any part of the Service;
  15. Access any content on the Service through any technology or means other than those provided or authorised by the Service;
  16. Bypass the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of Beneple Content or enforce limitations on use of the Service of Beneple Content;
  17. Take any action that facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate the Service; use an anonymising proxy; use any robot, spider, other automatic device, or manual process to monitor or copy the Service without our prior written permission; or use any device, software or routine to interfere with the Service; and
  18. Harass and/or threaten our employees, agents, or any other party associated with us, the Service and our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers.

 

each a “Restricted Activity” and collectively “Restricted Activities”.

 

  • Actions by us – Restricted Activities. If we, in our sole discretion, believe that you may have engaged in any Restricted Activity we may take various actions to protect us, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers, other third parties, or you from claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

 

  1. We may close, suspend, or limit your access to the Service;
  2. We may suspend your eligibility for use of the Service;
  3. We may update inaccurate Information you provided us;
  4. We may refuse to provide the Service to you in the future;
  5. We may take legal action against you;
  6. If you violate the Terms, then in addition to the above actions you acknowledge and agree that you will be liable to us for the amount of our damages caused by your violation of the Terms; and
  7. We, in our sole discretion, reserve the right to terminate or amend these Terms, access to the Service for any reason and at any time upon notice to you.

 

  1. YOUR LIABILITY – ACTIONS WE MAY TAKE

 

  • General. You are responsible for all claims, fees, fines, penalties and other liability incurred by us, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers, or a third party caused by or arising out of your breach of these Terms, and/or your use of the Service. You agree to reimburse us, our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers or a third party for any and all such liability

 

  • Actions by Beneple – Court Orders or Other Legal Process. Beneple, in its sole discretion, may take various actions including placing a hold, or other limitation on your account and interaction with the Service in the event you breach the Terms or we receive notice of a court order or other legal process in relation to your use of the Service. Further, you acknowledge and confirm that our decision to take certain actions, including limiting your access to the Service by placing holds or terminating access altogether, may be based on confidential criteria that are essential to our management of risk and security on the Service platform. You agree that we are under no obligation to disclose the details of our risk management or security procedures to you.

 

  1. TERMINATION

 

  • For the avoidance of doubt, if we find you to be in breach of the Terms we may terminate or suspend access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation.

 

  • All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnities and limitations of liability.

 

  1. LINKS TO THIRD PARTY WEBSITES

 

  • The Service may, at any given time, contain links to third party web sites or services that are not owned or controlled by us or any subsidiary or affiliate of ours.

 

  • Beneple and our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers have no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party web sites or Service. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or direct or indirect loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods or services available on or through any such web sites or services.

 

  • For the avoidance of doubt, any third party content, including content published through third party web links, do not constitute an endorsement by us of any of that information, nor the products or services listed on those sites. We are not responsible for the activities or policies of any third parties. We do not endorse or recommend the products of any particular advertiser, business partner, affiliate or other third party. We do not guarantee that the terms or rates offered by any particular advertiser, business partner, affiliate, services provider or other third party on or through the Service are the most optimal for your needs.

 

  • We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

 

 

  1. CHANGES

 

  • We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

 

  • By continuing to access or use the Service after those revisions become effective, you agree to be bound by those revised terms. If you do not agree to the new terms, you are instructed and advised to immediately cease using the Service.

 

  1. DISPUTES WITH BENEPLE

 

  • You and Beneple agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this clause. Please read this clause carefully. It affects your rights and will impact how claims you and we have against each other are resolved.

 

  • Contact Beneple First.If a dispute arises between you and Beneple, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Beneple regarding the Service may be reported in the following ways: [email/fax/telephone/online help centre etc.]

 

  • Governing Law and jurisdiction. These Terms shall be governed by and construed in accordance with the laws of United Arab Emirates and the parties hereby submit to the exclusive jurisdiction of the DIFC Courts.

 

  • No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.

 

  • Indemnification. You agree to defend, indemnify and hold Beneple, our parent, affiliates and its and their employees, contractors, agents, officers and directors harmless from and against any claim or demand (including attorneys’ fees) and pay all awarded damages, losses, liability, costs and expenses or settlement related thereto made or incurred by any third party due to or arising out of (a) your breach of these Terms (b) your improper use of the Service (c) your violation of any law, rule or regulation or the rights of a third party (d) the Hosted data, (e) your gross negligence or willful misconduct or (f) any other party’s access to and use of the Service (or access and use of any third party service via the Service) with your unique username, password or other appropriate security code (or with respect to third party services, your account information. Furthermore, you agree to indemnify and hold Beneple, our parent, and affiliates, harmless from any claim or demand (including attorneys’ fees) made by any person whose information is held by Beneple arising from Beneple’s use of that person’s personal information for the provision of the Service or otherwise.

 

  • Release of Beneple. If you have a dispute with one or more users of the Service, you release Beneple (and our parent, our affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

  1. GENERAL PROVISIONS

 

  • Limitations of Liability.In no event shall we, our parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of Beneple, our parent or our affiliates be liable for lost profits or any special, incidental or consequential damages (including without limitation damages for loss of data or loss of business) arising out of or in connection with our website, the Service, or these Terms (however arising, including negligence), unless and to the extent prohibited by law.

 

  • Our liability, and the liability of our parent and affiliates, and our and their respective officers, directors, agents, joint ventures, employees and suppliers, to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, Beneple, our parent, and affiliates, and their respective officers, directors, agents, joint ventures, employees, and suppliers are not liable, and you agree not to hold these parties responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

 

  1. your use of or your inability to use the Service;
  2. delays or disruptions in the Service;
  3. viruses or other malicious software obtained by accessing the Service or any site or Services linked to the Service;
  4. glitches, bugs, errors, or inaccuracies of any kind in the Service or in the information and graphics obtained from them;
  5. the content, actions, or inactions of third parties;
  6. a suspension or other action taken with respect to your account;
  7. your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this user agreement or Beneple’s policies;
  8. property damage, of any nature whatsoever, resulting from your access to or use of the Service;
  9. the content of your hosted data;
  10. the defamatory, offensive or illegal conduct of any third party.

 

Beneple reserves the right to modify its policies and the Terms at any time consistent with the provisions outlined herein.

 

 

  • License Grant.If you are using Beneple software such as an API, developer’s toolkit or other software application that you have downloaded to your computer, device, or other platform, then Beneple grants you a revocable, non-exclusive, non-transferable license to use Beneple’s software in accordance with the documentation. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only. You may not rent, lease or otherwise transfer your rights in the software to a third party. You must comply with the implementation and use requirements contained in all Beneple documentation accompanying the Service. If you do not comply with Beneple’s implementation and use requirements you will be liable for all resulting damages suffered by you, Beneple and third parties. Beneple may change or discontinue any APIs upon notice to you. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software. You acknowledge that all rights, title and interest to Beneple’s software are owned by Beneple. Any third party software application you use on the Service is subject to the license you agreed to with the third party that provides you with this software. Beneple does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Service. If you are using the Service, or other website or platform hosted by Beneple, or a third party, and are not downloading Beneple’s software or using third party software applications on the Service, then this clause does not apply to your use of the hosted Service.

 

  • Severance and Entire Agreement. If any provision of these Terms is held to be invalid or unenforceable by a court of law, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Service, and supersede and replace any prior agreements we might have between us and you regarding the Service.

 

  • Translated Agreement.Any translation of these Terms is provided solely for your convenience and is not intended to modify these Terms. In the event of a conflict between the English version of these Terms and a version in a language other than English, the English version shall apply.

 

 

 

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